Vacant Board Seats

Started by GraceH • 4 replies • 1681 views

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GraceH (Virginia)
Posts: 224

Posted:

The other night at our Condo Meeting, our Pres. left before the actual meeting started. At that time he told us that we will have his resignation.
We had 1 vacancy, another director resigned so that would be 3 vacancies. We have a 7 seat board.
What happens at next months meeting if 1 director does not show up to the meeting or if another resigns? Can the remaining Board members appoint the new? Just trying to plan ahead.

MaryA1 (Arizona)
Posts: 7,043

Posted:

Grace,

Check out the VA nonprofit corp statutes. The AZ statute gives the remaining members the right to fill the vacancies by appointment even w/o a quorum present. However, even if you cannot find this written in statute and your bylaws are silent on this (which I would think is the case!), I think the remaining board members would be justified in appointing at least enough members to make up a quorum. I don't think it could be proven that act was a violation of the board's fiduciary resp. to the assn. After all, the goal is to have enough board members to make up a quorum to enable the BOD to conduct the business of the assn.

GraceH (Virginia)
Posts: 224

Posted:

Mary,
Thank you.
I will start reading.

SusanW1 (Michigan)
Posts: 5,202

Posted:

Grace - all resignation must be "acceptd" by the board, so you will have to wait for that vote. He walked out and verbally said he was resigning, so the board must officially recognize that at a meeting, and it is written in the minutes that the board accepted the resignation. Hurry and do that so he doesn't change his mind. (Call a special or emergecny meeting if necessary)

THEN you can deal with replacements by appointment.

GraceH (Virginia)
Posts: 224

Posted:

Susan,
Thank you for your help.

In reading our By-Laws, thankfully, it does not say that the Board needs to vote to accept a resignation.

If he fails to resign, we are seeking removal. He is aware of that as I motioned to seek removal of Board Members on the grounds of Dereliction of Duty, Incompetence, and Violation of the Associations' By-Laws before he offered his resignation. We have researched these grounds and can provide evidence of each and every one.

Unfortunately, I am not a Board member as of yet and if the PM has her way, I will never be. I have even been beat out by a ghost board member. Therefore I cannot call that meeting.

Being that our PM is at all meetings, I do not see her allowing that to take place anyway. (Yes, I do understand that it is not up to her, it is up to the Board, however, the Board is not fully aware of that at this moment. We are working on that.)

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